Colocation Service Schedule

CareServ

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Colocation Service Schedule

If your contract started before August 5, 2021, your use of CareServ Services are governed by the terms in our Legacy Docs. Click here to view

Legacy Docs

Version 2019 (07.01.2019)

This Schedule, together with the Proposal, Master Service Terms and all ancillary agreements to it, and the CareServ AUP, set forth the terms that apply to the Colocation Services (the “Colocation Services,” which shall be a “Service” under the Master Service Terms) provided by CareServ to Customer. This Schedule contains terms that are in addition to, and not instead of, the Proposal, Master Service Terms, the CareServ AUP, and all other agreements executed by and between the parties. Capitalized terms used but not otherwise defined herein shall have the same meanings given for such terms in the Master Service Terms.

Services Provided
  1. By its execution of the Proposal for the Colocation Services, CareServ at this moment grants Customer, during the term of such Proposal, a limited, personal, and terminable license to place Customer Equipment in a specific designated Space within a designated CareServ premise (each a “Facility”) in which the Colocation Services will be provided. “Space” means the particular location within the Facility, including, without limitation, racks, cabinets, cages, and square meters/square footage, as identified in the Proposal. By executing the Proposal, the Customer accepts the Space exclusively on an “AS-IS,” “WHERE IS” basis. Customers may only use the Space to install, maintain, monitor, operate, replace, repair, and remove certain of its Customer Equipment as approved by CareServ. All Customer Equipment must be acceptable, in CareServ’s sole discretion, for installation in the Space at the Facility, and, if specified in the Proposal, compliant with the Equipment Criteria set forth in the Proposal. The parties acknowledge that CareServ does not offer any Space on a “common carrier” or “general availability” basis.
  2. In connection with the Colocation Services, CareServ also may provide Customers with certain other services, which, if so purchased by Customer, the terms of which shall be detailed under a separate Schedule.
  3. Except as otherwise agreed to by the parties under a separate schedule for Managed Services, CareServ shall be responsible only for the maintenance of the Facility and Space. The customer shall not make any alterations, changes, additions, or improvements to either the Facility or Space without CareServ’s prior, written consent, which may be withheld for any reason. To the extent that any alterations are made in the colocation space, as between the parties, the title to all improvements shall remain exclusively vested in CareServ. Except as may be otherwise agreed to by the parties under a separate schedule for Managed Services, Customer shall maintain and repair all Customer Equipment and Third Party equipment placed in the Space at Customer’s sole expense and shall be responsible for all costs associated with the configuration, installation, interconnection and operation of the Customer Equipment and Third Party Equipment, including without limitation, transportation-related costs and any electrical or other work which must be completed in order to interconnect the Customer Equipment and/or Third Party Equipment.
Restrictions of Use of Space and Facility
  1. The customer acknowledges that it has been granted only a license to occupy the Space and that it has no real property or other interest therein. The customer shall not utilize the Facility for any unlawful purposes, and shall not assign, mortgage, sublease, sublicense, encumber or otherwise transfer any Space or the license granted herein. Any attempt by Customer to encumber the Space or permit the use or occupancy by anyone other than Customer shall be void without and shall be a breach of the Agreement unless the Customer receives CareServ’s prior, written consent.
  2. The customer shall use the Space and the Customer Equipment only for its corporate business purposes in conjunction with the Services provided by CareServ under the Agreement. Any party seeking to install unapproved equipment or establish any connection without CareServ’s express, prior, written authorization and without the accompaniment of a CareServ representative shall be denied entry to Space.
  3. Only after receiving written approval from CareServ (which may be withheld or conditioned in CareServ’s sole and absolute discretion), and only when accompanied by a representative of CareServ, may Customer place equipment of any unaffiliated third party in the Space (“Third Party Equipment”). Customer Equipment and Third Party Equipment shall be installed and maintained at the Facility at the Customer’s sole and absolute risk and liability, it is expressly agreed that CareServ shall have no liability whatsoever for the Customer Equipment nor Third Party Equipment placed in the Space by Customer. Any access of Customer and/or any third party to Space and Facility shall be in CareServ’s sole discretion and shall be arranged in advance. All third parties shall be considered the invitees of Customer for the terms of this Schedule and the indemnity provisions in other documents comprising the Agreement, and Customer shall be responsible for all acts or omissions of such third party. Before placing any Third Party Equipment in the Space, the Customer shall obtain the third party’s written consent to the terms of this Schedule.
  4. In general, access by Customers to Facilities is limited to the entrance to the Facility, passageways leading to Space, and Space itself, and only when accompanied by a CareServ representative. Access to Space in Facilities staffed by CareServ or its supplier is available during regular business hours (7:00 a.m. to 7:00 p.m., Eastern). Customer requests for access to Space at (i) Facilities outside regular business hours or (ii) unmanned Facilities are subject to an escort fee determined by CareServ on a case-by-case basis and must be made at least twenty-four (24) hours in advance of the requested access time. The customer shall at all times comply with all safety, security, and access rules of CareServ and, if applicable, CareServ’s landlord or licensor applicable at each Facility. CareServ may remove any personnel of the Customer not in compliance with its rules and regulations and may prohibit access by any person at its discretion.
  5. The customer’s sole and exclusive remedy for CareServ’s delay in tendering possession of the Space shall be an abatement of that portion of the monthly recurring charge applicable to Space until possession of the Space is delivered to the Customer.
Fees and Payment
  1. In addition to all other amounts due from the Customer to CareServ for the Services hereunder, the Customer shall be responsible for timely payment of and shall ensure remit all taxes related to the ownership and operation of the Customer Equipment and Third Party Equipment.
Access, Installation, and Maintenance
  1. CareServ shall have access to Space at all times and shall have the unfettered right to review any installation or maintenance work carried out by the Customer and its third-party agent(s). If CareServ reasonably believes that installation or maintenance work performed by Customer or its agent(s) will jeopardize the integrity of the Facility, any equipment therein, or of the Network, CareServ shall provide Customer with notice, and Customer shall be entitled (at Customer’s expense) to remedy such installation or maintenance, as applicable.
  2. Except as may be otherwise agreed to by the parties under a separate schedule for Managed Services, Customer shall ensure compliance with each of CareServ’s requirements and responsibilities for Customer concerning access, installation, and maintenance of the Customer Equipment and Third Party Equipment, including, without limitation, the following:
    1. The customer shall arrange for the transit and delivery of all Customer Equipment to Space at its sole cost and expense;
    2. The customer shall provide CareServ with reasonable prior notice (not less than twenty-four (24) hours) of the actual delivery date of the Customer Equipment, to the extent that CareServ is not managing the delivery of the Customer Equipment;
    3. Customer shall not cause harm to Space or the Facility or any other property of CareServ or any third party;
    4. The customer shall not interfere in any way with CareServ’s use of the Facility or with the use or operation of any third-party facilities;
    5. Customer shall not physically conflict or electrically interfere with the Facilities or equipment of CareServ or any third parties;
    6. The customer shall fully comply with all telecommunication industry standards, NEC and OSHA requirements, and per CareServ’s requirements and specifications, to the extent that CareServ does not assume responsibility for such compliance. Also, the power draw on circuits may not exceed 80% of the circuit size;
    7. Customer shall ensure that all Customer Equipment and Third Party Equipment is mounted in an efficient, safe, and appropriate manner and on racks using applicable brackets, except where otherwise expressly permitted in writing by CareServ; and that it clearly labels all Customer Equipment and Third Party Equipment with Customer’s name and any applicable Third Party’s name;
    8. The customer shall ensure that all cabling, regardless of location, is tied and organized, run to the side of the rack, and labeled; and that all connectors are secured in the interface socket;
    9. The customer shall ensure that cross-connects (used for all interconnections within the Facility) are installed only by CareServ according to the Proposal; and
    10. Customer shall ensure that use of the Space and Facilities by Customer and any related Third Party is exclusively for lawful purposes and in full compliance with CareServ’s policies, procedures, agreements, and Master Service Terms, including, without limitation, those relating to the maintenance, upkeep, use and responsibilities of Customer Equipment and Third Party Equipment at the Facilities, all as made available and amendment from time to time by CareServ, including without limitation the CareServ AUP. In CareServ’s sole and absolute discretion, the Customer’s breach of this subsection (x) may result in an immediate suspension or termination of the license and Colocation Services provided by CareServ hereunder.
Relocation of Customer Equipment
  1. CareServ shall be entitled, upon reasonable written notice to Customer (except in the case of damage to the Facility by fire or other casualty, in which case CareServ shall give Customer prompt notice thereof), to change the Space allocated for Customer’s Equipment in any Facility, and to change the location of a Facility to a different location. CareServ and Customer shall share the reasonable cost of such changes and relocation, including internal re-cabling and moving, provided that (i) CareServ’s maximum liability under this Section shall be limited to the total of all MRCs relating to the affected Facility paid by Customer for the most recently ended monthly billing cycle preceding the move; and (ii) nothing in this Section shall impose any liability on CareServ for any costs incurred by Customer in relation to any Customer-arranged local access circuits, including, but not limited to, the costs of terminating, moving or re-ordering any such local access circuits.
  2. In addition to the foregoing, if CareServ’s rights to occupy any Space or Facility cease due to termination or expiration of the underlying lease or license that CareServ has with its landlord or third party with authority over said Space or Facility, CareServ may terminate this license upon notice to Customer, and Customer shall not be subject to any early termination fees associated with such termination.
  3. The rights granted under this Schedule may be subject to the approval by the landlord or a third party with authority over the applicable Space or Facility. If the landlord or such other third party deems this Schedule or any of the rights granted herein to be a violation of terms to which CareServ or any of its suppliers are bound, including any amendments or subsequent lease agreements for the Space, the Facility, or applicable law, then upon the request of CareServ, Customer shall either enter into an agreement approved by such landlord or third party or immediately remove Customer’s and any Third Party Equipment from the Space and/or Facility, as applicable.
Approvals; No Liens
  1. The customer shall submit for approval, in writing, to CareServ, all building construction, and electrical requirements and architectural and engineering drawings relating to the proposed installation. The customer may not perform any construction nor install any Customer Equipment or Third Party Equipment without CareServ’s prior, written approval. CareServ reserves the right to accept or reject the Customer’s design at its sole discretion. All costs of design work are the Customer’s sole responsibility.
  2. CareServ may inspect and must approve the completed installation in writing before the Customer may use the Customer Equipment and Third Party Equipment for any purpose. CareServ reserves the right to reject installations that do not comply with approved drawings and to require reasonable modifications to any installations.
  3. The customer is solely responsible for obtaining all necessary building permits and other authorizations required for the colocation of the Customer Equipment and any Third Party Equipment.
  4. Customer will not permit any mechanic’s, material men’s, or other liens to be filed against all or any part of the Space or any Facility, by reason of or in connection with any repairs, alterations, improvements, and/or other work contracted for or undertaken by Customer. The customer, upon request, will provide CareServ with enforceable, conditional, and final lien releases (or other reasonable evidence demonstrating the non-existence or satisfaction of liens) from its contractors and other parties performing work. CareServ may at all times post at the Space and record any notices of non-responsibility that it deems necessary for protection against such liens. If any such lien is filed, the Customer, at its expense and within thirty (30) days after the filing thereof will cause such lien to be released of record or bonded so that it no longer affects the title to Space and Facilities. If the Customer fails to timely cause such lien to be so released or bonded, CareServ may, without waiving any other of its rights and remedies based on such breach, and without releasing the Customer from any of its obligations, cause such lien to be released or bonded. The customer will reimburse CareServ, within ten (10) business days of the invoice from CareServ, any sum paid by CareServ to obtain such bond or release.
  5. The provisions of this Section shall not apply to any installation, maintenance, or other similar work performed by CareServ according to a separate schedule for Managed Services.
Termination of Service
  1. The customer shall remove its Customer Equipment and all Third Party Equipment from the Space on or before the effective date of expiration or earlier termination of the then-current Service Term. If the Customer fails to remove its Customer Equipment and/or any Third Party Equipment upon expiration or earlier termination, the Customer shall have five (5) days from written notice from CareServ in which to remove all Customer Equipment and Third Party Equipment. If the Customer does not effectuate removal by the end of the five (5) days, CareServ may remove and retain the Customer Equipment and all Third Party Equipment for twenty (20) days following written notice to the Customer requesting instructions. If CareServ does not receive instructions within said twenty (20) days, CareServ may deem the Customer Equipment and all Third Party Equipment to be abandoned by the Customer, and CareServ may, without further notice, remove and sell or abandon the Customer Equipment and all Third Party Equipment without incurring liability to Customer. The customer shall pay CareServ’s expenses related to the retention, removal, abandonment, and sale of all Customer Equipment and Third Party Equipment. Any balance remaining from the sale of the Customer Equipment after deduction for CareServ’s costs and expenses shall be applied to any amounts owed by Customer to CareServ under the Agreement. Under no circumstance will CareServ be liable for any loss or damage caused to any Customer Equipment or Third Party Equipment resulting from such removal and storage.
Indemnification
  1. In addition to any indemnification obligations of Customer pursuant to the Master Service Terms, Customer shall be liable for and shall defend and indemnify CareServ (and its landlords and licensors) harmless from and against any claims, demands, actions, damages, liability, judgments, losses, expenses, and costs (including reasonable attorney’s fees) arising directly or indirectly from (a) Customer’s use of the Space; (b) the acts or omissions of Customer, its employees, agents or invitees; and (c) the installation, operation, maintenance, use, malfunction and repair of Customer Equipment and Third Party Equipment located in the Space and in any Facility, except to the extent such services are provided by CareServ pursuant to a separate schedule for Managed Services. The customer agrees that, except to the extent caused by CareServ’s gross negligence or willful misconduct, CareServ shall have no liability to the Customer for any loss or damage to any of its personnel or the Customer Equipment or Third Party Equipment on, at, or about any Facility. The terms of this Section shall survive the termination of the Agreement, the Term of the Proposal for the Colocation Services, and all related licenses set forth herein.
Disclaimer
  1. Limitations of Liability. IN ADDITION TO THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTY SET FORTH HEREIN AND IN THE Master Service Terms: (A) CARESERV DOES NOT WARRANT THAT THE SPACE OR THE FACILITY WILL BE FREE FROM ANY DEFECT OR DISRUPTION, THE SPACE, AND THE FACILITIES ARE PROVIDED “AS-IS”, AND ALL OTHER IMPLIED WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES FOR MERCHANTABILITY, HABITABILITY, MARKETABILITY, PROFITABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NONINFRINGEMENT, AND/OR ARISING FROM A COURSE OF DEALING OR TRADE PRACTICE; (B) CARESERV’S SOLE LIABILITY FOR ANY DAMAGES AND CLAIMS IN CONNECTION WITH CUSTOMER’S USE OF THE SPACE, FACILITY, AND/OR Colocation Services UNDER THIS SCHEDULE WILL BE LIMITED TO ACTUAL LOSS OF TANGIBLE PROPERTY OR PERSONAL INJURY (INCLUDING DEATH) EXCLUSIVELY CAUSED BY CARESERV’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. EXCEPT AS SET FORTH ABOVE, CARESERV WILL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES OR CLAIMS RESULTING FROM CUSTOMER’S USE OF THE SPACE, FACILITY, AND/OR Colocation Services PROVIDED UNDER THIS SCHEDULE.
Insurance
  1. During the term of the Agreement and the license granted hereunder to Customer to occupy the Space, and in addition to any other applicable insurance requirements under the Agreement, Customer shall obtain and maintain and keep in full force and effect, at Customer’s expense, the following forms of insurance with the minimum limits stated below (or the equivalent local currency coverage in the jurisdiction in which the Space is located): (i) workers’ compensation insurance, statutory minimums; (ii) employers liability of $1,000,000 per occurrence (BI/disease); (iii) property and casualty insurance, on an all-risks form, for the replacement cost value of the Customer Equipment and Third Party Equipment and for the Space (including business interruption coverage); and (iv) commercial general liability insurance on an occurrence basis, $1,000,000 per occurrence and $2,000,000 aggregate (or equivalent coverage under an “umbrella” policy”; such insurance shall include premises operations, products and completed operations, contractual liability, and personal and advertising injury coverages, naming each other as additional insureds).
  2. The customer agrees to and shall include in each of the insurance policies required under this Section: (i) a waiver of the insurer’s rights of subrogation against CareServ; and (ii) CareServ named as an additional insured. Each insurance policy shall be maintained with an insurer having a current rating of at least an A+ or better by A.M. Best and shall provide for at least thirty (30) days prior written notice to CareServ of cancellation of any policy. If requested by CareServ, the Customer shall furnish to CareServ acceptable Certificates of Insurance demonstrating compliance with these requirements. Any breach of this Section by Customer shall be deemed a material breach of this Schedule entitling CareServ to terminate the Agreement and/or the license granted hereunder immediately.